302A.441 ACTION WITHOUT A MEETING.
Subdivision 1. Method.
An action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting by written action signed, or consented to by
authenticated electronic communication, by all of the shareholders entitled to vote on that
action. The articles of a corporation that is not a publicly held corporation may provide that
any action may be taken by written action signed, or consented to by authenticated electronic
communication, by shareholders having voting power equal to the voting power that would be
required to take the same action at a meeting of the shareholders at which all shareholders were
present, but in no event may written action be taken by holders of less than a majority of the
voting power of all shares entitled to vote on that action. After the adoption of the initial articles,
an amendment to the articles to permit written action to be taken by less than all shareholders
requires the approval of all of the shareholders entitled to vote on the amendment.
Subd. 2. Effective time.
The written action is effective when it has been signed, or consented
to by authenticated electronic communication, by the required shareholders, unless a different
effective time is provided in the written action.
Subd. 3. Notice and liability.
When written action is permitted to be taken by less than all
shareholders, all shareholders must be notified of its text and effective time no later than five days
after the effective time of the action. Failure to provide the notice does not invalidate the written
action. A shareholder who does not sign or consent to the written action has no liability for
any action authorized by the written action.
History: 1981 c 270 s 69; 2002 c 311 art 1 s 18; 2004 c 199 art 14 s 15; 2006 c 250 art 1 s 24